Dilution profile // every instrument, one screen, from SEC filings

Adagio Medical Holdings, Inc. (ADGM)

CIK 2006986 · all EDGAR filings →

Overall dilution risk
HIGHworst of 3 computed signals (offering ability)
= the worst band among the computed sub-ratings, no hidden weighting
not every sub-rating was computable; treat as a floor
Offering ability
HIGH$22.0M registered
= total registered offering amount from the fee exhibits of live registrations (bands: $1M / $20M)
one or more live registrations had no structured fee data, so the true total is AT LEAST this
Overhead supply
NOT COMPUTEDno warrant count tagged in XBRL
= warrant shares outstanding divided by current shares outstanding
absence of a tag is not proof of absence of warrants
Historical dilution
MEDIUM+66% O/S in 3y
= share count now vs 3 years ago (bands: 30% / 100%); a reverse split pushes this negative
Cash need
HIGH~4.9 months of runway
= cash vs trailing operating burn (bands: 6mo / 24mo; positive operating CF = low)
the company itself flagged going-concern doubt

Same rating bands the category standard uses, but free, with the formula on the chip and the gaps in the data said out loud.

Shares outstanding over time

2024-08-232026-08-10

Latest: 22.2M shares as of Aug 10, 2026 (10-Q).

Cash runway

Going-concern warning

auditor flagged substantial doubt

The company itself flagged going-concern doubt in a filing.

Full breakdown: cash runway tool · source filing →

Warrants

TrancheWarrantsExercise priceTermNotes
Common Stock Warrants Milestone18.0M$1.715y
Pipe Milestone Warrants Warrants12.0Mnot tagged
Base Warrants7.5M$10
Common Stock Warrants Tranche B6.0Mnot tagged
Common Stock Warrants Tranche C6.0Mnot tagged
PIPE Pre Funded Warrants20253.0M$0.0001
Convert Warrants1.5M$24
Pipe Pre Funded Warrantsnot tagged$0.0001

Tranches exactly as the company dimensioned them in its 10-Q filed Aug 11, 2026. Groupings can overlap (a “Series E and F” row is not additive with a “Series E” row), so do not sum this column. A tranche the filer did not tag is absent here, not absent from the cap table. DOWN-ROUND = the filer tagged price-protection accounting scoped to that tranche.

No warrant figures tagged in this filer’s XBRL facts. That means the company has not reported them in structured form; it does not prove no warrants exist. The exhibits are the ground truth.

Convertible notes

NotePrincipalCarryingConv. priceRateIf converted
Convertible Securities Notes$20.0M$24.8M$1013%~2.0M sh

If every note above converted at its tagged price: ~2.0M new shares on 22.2M currently outstanding. An estimate from principal ÷ conversion price, with inputs carrying different as-of dates; make-whole adjustments, capped calls and partial repurchases are not modeled.

Notes exactly as the company dimensioned them in its 10-Q filed Aug 11, 2026. Principal is face amount as tagged, not what remains after repurchases unless the filer updated the tag. A note the filer did not dimension is absent here, not absent from the balance sheet; the exhibits stay the ground truth.

Fully diluted build-up

Shares outstanding plus every potential-share instrument the filer tagged in XBRL, each at its own as-of date. An estimate assembled from filed figures, not a filing figure itself.

Shares outstanding22.2MAug 10, 2026
+ Common Stock Warrants Milestone (if exercised)18.0MOct 14, 2025
+ Pipe Milestone Warrants Warrants (if exercised)12.0MJun 30, 2026
+ Base Warrants (if exercised)7.5MJun 30, 2026
+ Common Stock Warrants Tranche B (if exercised)6.0MOct 31, 2025
+ Common Stock Warrants Tranche C (if exercised)6.0MOct 31, 2025
+ PIPE Pre Funded Warrants2025 (if exercised)3.0MJun 30, 2026
+ Convert Warrants (if exercised)1.5MJun 30, 2026
+ Convertible Securities Notes (if fully converted)2.0MJul 31, 2024
Fully diluted estimate78.3M+252.5% vs O/S

Still excluded, because the filer does not tag them in countable form: employee options and RSUs, any instrument living only in exhibit prose, and instruments above missing a share count. Inputs carry different as-of dates, shown per row. Each figure traces to the tranche and note tables above and their cited filings.

Registrations and offerings

Registered offering capacity on live registrations: $22.0Mfrom the structured fee exhibits; registered is not remaining, takedowns are not subtracted

S-3Nov 24, 2025$22.0M registeredfiling →
S-1Jan 14, 2025no structured fee exhibit in this filing (predates fee-data XBRL or fee deferred)filing →
S-1Jan 14, 2025no structured fee exhibit in this filing (predates fee-data XBRL or fee deferred)filing →

Last 12 months: 1 executed · 1 registered.

EFFECTIVEApr 3, 2026SEC declared a registration effective — selling can beginEFFECT
EFFECTIVEApr 3, 2026SEC declared a registration effective — selling can beginEFFECT
UPDATEMar 27, 2026Prospectus update — often a resale registration, not necessarily new capital424B3
UPDATEMar 27, 2026Prospectus update — often a resale registration, not necessarily new capital424B3
UPDATEDec 16, 2025Prospectus update — often a resale registration, not necessarily new capital424B3
UPDATEDec 16, 2025Prospectus update — often a resale registration, not necessarily new capital424B3
UPDATEDec 12, 2025Prospectus update — often a resale registration, not necessarily new capital424B3
UPDATEDec 12, 2025Prospectus update — often a resale registration, not necessarily new capital424B3
UPDATEDec 12, 2025Prospectus update — often a resale registration, not necessarily new capital424B3
EFFECTIVEDec 12, 2025SEC declared a registration effective — selling can beginEFFECT
REGISTEREDNov 24, 2025S-3 registration — capacity to sell shares, not a sale yetS-3
UPDATENov 12, 2025Prospectus update — often a resale registration, not necessarily new capital424B3

Full history and shelf status: offering checker · S-3 shelf checker

Source: SEC EDGAR XBRL company facts and filing metadata, fetched live and cached briefly. Share counts are cover-page figures with their form named. Warrant tranches and convertible notes come from the dimensioned facts in the latest 10-Q/10-K instance document, exactly as the company tagged them; untagged tranches and notes are absent, not disproven. Nothing on this page is manually verified and nothing is behind a login: what free data supports is shown, what it cannot support is stated. Not investment advice.

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